1. Introduction and Acceptance of These Terms

These Terms and Conditions of Service (the "Terms") constitute a legally binding agreement between SMILEMATRIX AI LLC, a company registered at 1120 N Olive Ave, West Palm Beach, FL 33401 (the "Company", "we", "us" or "our"), and the person or entity accessing or using the Service (the "User", "you" or "your"). These Terms govern your access to and use of the SmileMatrix AI software-as-a-service platform, including its websites, applications, interfaces, tools and any associated documentation (collectively, the "Service").

By creating an account, accessing or using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Service. If you use the Service on behalf of an organization, you represent and warrant that you are authorized to bind that organization, and "you" refers to that organization.

2. Definitions

"Content" means any data, files, images, three-dimensional scans, models, meshes, or other materials uploaded to, processed by, or generated through the Service.
"Example Design" means any visualization, simulation, model, mock-up or other output generated by the Service, including proposed tooth arrangements, smile simulations and related renderings.
"Anonymized Data" means data from which all direct personal identifiers have been removed, and which cannot reasonably be used to identify a natural person.
"Subscription" means any paid plan, credit package or other paid arrangement granting access to the Service or parts thereof.

3. Educational and Illustrative Purpose; No Medical or Dental Advice

THE SERVICE IS PROVIDED SOLELY FOR EDUCATIONAL, ILLUSTRATIVE AND COMMUNICATION PURPOSES. ALL OUTPUTS OF THE SERVICE, INCLUDING ALL EXAMPLE DESIGNS, ARE CONCEPTUAL EXAMPLES ONLY.

Without limiting the foregoing:

The Service generates Example Designs intended to illustrate possible aesthetic concepts and to support education, patient communication and general visualization. Example Designs are not, and shall not be treated as, a diagnosis, a treatment plan, a prescription, a medical or dental appliance design, or professional medical or dental advice of any kind.
The Service is not a medical device and has not been evaluated, cleared or approved by any medical-device, health or regulatory authority. The Service is not intended for use in the diagnosis, cure, mitigation, treatment or prevention of any disease or condition.
Any clinical, diagnostic, therapeutic or manufacturing decision, including any decision to rely on, adapt or implement any Example Design in whole or in part, remains the sole and exclusive responsibility of a duly licensed dental or medical professional exercising independent professional judgment.
Use of the Service does not create a doctor-patient, dentist-patient or any other professional-care relationship between the Company and any person.
You agree not to represent to any patient or third party that any output of the Service constitutes professional advice, an approved treatment plan, or a manufacturing-ready design.

4. Eligibility and Accounts

The Service is intended for use by adults aged 18 or older, acting in a professional, academic or personal-educational capacity. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to provide accurate registration information and to keep it up to date. We may refuse, suspend or terminate accounts at our reasonable discretion, including for breach of these Terms.

5. License Grant and Acceptable Use

Subject to these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for its intended educational and illustrative purpose. You shall not:

copy, modify, translate, reverse-engineer, decompile, disassemble or create derivative works of the Service or its underlying software, except to the extent such restriction is prohibited by applicable law;
rent, lease, sell, sublicense, distribute or otherwise make the Service available to third parties, except as expressly permitted;
use the Service to provide, or to support the provision of, medical or dental treatment without the independent review and approval of a licensed professional;
interfere with, disrupt or attempt to gain unauthorized access to the Service, its systems or its data;
use the Service in violation of any applicable law or regulation, including data-protection and health-information laws; or
upload Content that infringes third-party rights or that contains malicious code.

6. User Content

As between you and the Company, you retain all rights you hold in Content you upload to the Service. You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display and modify such Content solely as necessary to operate, provide, secure and improve the Service, and as further described in Section 7.

You represent and warrant that you have all rights, consents and lawful bases required to upload and process the Content through the Service, including, where the Content originates from or relates to a patient, all consents and authorizations required under applicable law. You are solely responsible for removing or de-identifying personal identifiers from Content where required by law before uploading it.

7. Data Storage and Anonymized Data

We process and store data in order to operate the Service. In particular:

Operational storage. Content you upload and Example Designs generated for you are stored for the purpose of providing the Service to you, for the retention periods described in our Privacy Policy or applicable plan documentation.
Anonymized Data. We create, store and retain Anonymized Data derived from use of the Service. Anonymized Data does not identify you or any patient. We may use Anonymized Data without restriction, including to operate, maintain, evaluate and improve the Service and our algorithms, to develop new features, and for statistical, research and educational purposes, and we may retain Anonymized Data after termination of your account.
Security. We implement reasonable technical and organizational measures designed to protect data processed through the Service. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
Privacy Policy. Details of the categories of data we process, the purposes of processing, retention and your rights are set out in our Privacy Policy.
HIPAA. Users are responsible for complying with HIPAA and all applicable privacy laws. Unless covered by a separate executed Business Associate Agreement, users should not upload protected health information. Users represent they have all required rights and permissions for uploaded data.

8. Fees, Billing and Taxes

Access to paid features of the Service requires payment of the fees indicated at the time of purchase or subscription. Unless expressly stated otherwise, all fees are quoted exclusive of taxes, are payable in advance, and are charged to the payment method you provide. For recurring Subscriptions, the Subscription renews automatically for successive periods equal to the initial period unless cancelled before the renewal date; cancellation takes effect at the end of the then-current billing period. We may change our fees prospectively; fee changes will apply from the next renewal after reasonable notice.

9. No Refunds

ALL FEES AND CHARGES ARE FINAL AND NON-REFUNDABLE. EXCEPT WHERE A REFUND IS REQUIRED BY MANDATORY APPLICABLE LAW, THE COMPANY DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY FEES OR CHARGES, INCLUDING FOR PARTIALLY USED OR UNUSED SUBSCRIPTION PERIODS, UNUSED CREDITS, DOWNGRADES, DISSATISFACTION WITH THE SERVICE OR ITS OUTPUTS, OR ACCOUNT TERMINATION FOR BREACH OF THESE TERMS.

Cancelling a Subscription stops future renewal charges but does not entitle you to a refund of fees already paid. If a payment is charged back or reversed other than as required by law, we may suspend or terminate your access to the Service.

10. Intellectual Property

The Service, including all software, algorithms, models, designs, interfaces, documentation, trademarks and other materials provided by the Company (excluding your Content), is and remains the exclusive property of the Company and its licensors, and is protected by intellectual-property laws. Except for the limited license expressly granted in Section 5, no rights are granted to you by implication or otherwise. Feedback or suggestions you provide regarding the Service may be used by the Company without restriction or obligation to you.

11. Third-Party Services

The Service may interoperate with or depend on third-party services, software or content. Such third-party services are governed by their own terms, and the Company is not responsible for third-party services or their availability.

12. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS, INCLUDING EXAMPLE DESIGNS, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT AND UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT ANY EXAMPLE DESIGN IS ACCURATE, ANATOMICALLY CORRECT, CLINICALLY APPROPRIATE, MANUFACTURABLE OR SUITABLE FOR ANY PARTICULAR PATIENT OR PURPOSE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CLINICAL, DIAGNOSTIC, THERAPEUTIC OR MANUFACTURING DECISION MADE BY ANY PERSON IN RELIANCE ON THE SERVICE OR ANY EXAMPLE DESIGN; AND (C) THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Content; (b) your use of the Service or any Example Design, including any clinical or professional use; (c) your breach of these Terms; or (d) your violation of applicable law or the rights of any third party.

15. Term, Suspension and Termination

These Terms apply from your first use of the Service and remain in force while you use it. You may terminate your account at any time through the account interface or by written notice. We may suspend or terminate your access to the Service, in whole or in part, with immediate effect if you materially breach these Terms, if required by law, or if we discontinue the Service. Upon termination, your license ends and we may delete your Content in accordance with our Privacy Policy; Sections 7(b), 9, 10, 12, 13, 14, 16 and 17, and any other provisions which by their nature should survive, shall survive termination. Termination does not entitle you to any refund (Section 9).

16. Changes to the Service and to These Terms

We may modify, enhance, limit or discontinue features of the Service at any time. We may amend these Terms from time to time; the current version will be published within the Service, and material changes will be notified by reasonable means (for example, by e-mail or in-app notice). Continued use of the Service after the effective date of amended Terms constitutes acceptance of the amendments. If you do not agree, you must stop using the Service.

17. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them shall be governed by the laws of State of Florida, without regard to its conflict-of-laws rules. The courts of Palm Beach County shall have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

18. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any order or plan documentation, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements on that subject.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects its intent.
No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition or sale of assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Notices. We may provide notices via the Service or to the e-mail address associated with your account; legal notices to the Company shall be sent to executive.office@smilematrix.ai.

19. Contact

SMILEMATRIX AI LLC

1120 N Olive Ave, West Palm Beach, FL 33401

E-mail: executive.office@smilematrix.ai | Website: https://smilematrix.ai/